In Another World
by Midesko
Summary: If Kevin had gone with Ben in the beginning. This is how every episode could have been with Kevin in them. Kevin/Ben
1. Chapter 1

As always, I own absolutely nothing!

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><p><strong>In another world... Maybe we could have been friends. Or maybe, in this new life, we can be.<strong>

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><p>Kevin stared at the hand extended out at him, soft fingers dirtied from rummaging around in subway stations and fighting. Go with him? Was he kidding? He'd been on his own for nearly a year now and he was just fine! Well, except... That gang nearly got him if it hadn't been for Ben. But go with him?.. In his run down RV across the states until he went home? What would Kevin do then? Foot it all the way back home to his hole in the ground?<p>

"What's in it for me?" Kevin narrowed his eyes as his body slowly changed back to his human form, small jolts of pain moving through his body as everything set back into it's proper place.

"For one, you'll have friends that actually like you. A home. An actual bed and a working shower. Plus, with your powers we could kick serious bad guy butt together. Come on, what d'ya say?" Ben grinned, his hand still outreached towards the older boy.

For a moment, Kevin eyed the watch. Ben stupidly extended the hand with the Omnitrix strapped onto it. He could grab the watch and absorb the powers and take him out. Or...

He looked away, a small sigh escaping him before he looked back up at the big toxic green eyes. He broke. His pale hand took Ben's and he held onto it as he was helped up onto his feet.

"Alright, but don't expect me to do some stupid sing-a-longs or anything." He watched as Ben's grin widened and he let go of his hand. The brat looked so happy. Stupid. Kevin never had a friend before, so how bad could this be anyways?

"I'll talk to grandpa Max and we'll work it all out." Ben grabbed Kevin's hand again before leading him to his grandpa to explain the situation to him.

A few hours later and it was pitch black out. He stared at the sky, leaning against the window as Ben moved around a few steps away. The city was slowly vanishing from sight and Kevin relaxed a bit. Good riddance to that place. It was nothing but trouble. It was just too bad that he couldn't take his arcade game systems with him. Those things were awesome.

Ben startled him by sitting beside him, that grin still planted on his face. He had a tub of ice cream and some spoons.

"Grandpa, the freezer is busted so we're gonna eat the ice cream!" Ben called to his grandpa Max, who chuckled and told him that it was fine. He opened the lid and picked up a spoon before handing it to Kevin, who merely shrugged and took it.

"Be glad we actually have ice cream right now." Ben smirked and took a spoonful into his mouth. "Because we usually eat some of grandpa's cooking"

When Ben made a grossed out face, Kevin assumed that he wouldn't be eating a lot of grandpa max's cooking. He took a spoonful and watched as Ben got brainfreeze from eating too much too fast. He laughed along with the others in the RV as Ben tried to rid himself of the pain.

Okay, so maybe... Maybe it wouldn't be so stupid.

"Where's he sleeping anyways?" Gwen took a spoon and leaned over the table to take some of the treat. "We only have two bunks plus grandpa's bed. And there's no way he'll fit in the booth seat."

Ben's pain was finally gone and he looked around as if he expected to suddenly find another bed. Kevin was only half listening, ice cream was much more interesting to him at the moment. He wasn't used to having it often after all unless he had stolen some, which was a lot harder than one might think.

"Well, we have the sleeping bags we could set them up on the floor... That, or he'll have to sleep squished with one of us." Ben shrugged. Gwen furrowed her brows at him.

"He's your criminal friend, you deal with him. Besides, I'm a girl."

"Someone's been lying to you." Ben grinned and Kevin snickered, a small high five shared between the two.

"Oh, ha ha." She shook her head. "Seriously, why are we taking him with us? He's not a puppy that needs a home, Ben. He has a family. We should make sure he goes back to them."

"Had." Kevin pipped up and pulled his spoon out of his mouth. "I had a family. Past tense. Long gone. I'm a freak with no family so I guess technically I'm an orphan but that's a stupid term. And I'm not going to some dumb, run down orphanage if that's what you're gonna suggest next. Cause I'm pretty sure they'd kick me out the second I sucked some power."

"Besides," Ben smirked, "he has powers! We can totally fight twice as much bad guy butt now!"

"What's your full name, Kevin?" Grandpa Max asked, looking back in the review mirror as he drove.

"Kevin... Ethan Levin." He glared at Ben as he chuckled. For revenge he tapped his spoon over the brunet's head, his glare increasing.

"Better than Kirby." Gwen smirked and looked at Ben who's cheeks burned with embarrassment.

"Shut up!" Ben flung a small amount of ice cream at her.

"Hey! Nice going, dweeb!" She huffed and went to the bathroom to clean it off of her shirt.

Kevin glanced at the review mirror, looking as Max's forehead as it wrinkled. Why did he want to know his full name? Why was that important? What the hell was he thinking?

"Why do you wanna know?" Kevin asked, staring at the mirror still.

Grandpa Max seemed to pause, his eyes going from Kevin to the road for a long moment before he finally spoke up.

"I'll tell you when we get to a place to sleep. I think we'll stay at a little motel tonight. Nothing fancy like the place we wanted." He looked at Ben who groaned and sank in his seat.

"I'm sorry, alright? I got us kicked out cause I wanted to play the new Sumo Slammers game. Which was awesome..." He looked at Kevin who snorted at him.

"You got kicked out of a hotel? Nice job, Ben." He laughed when Ben shoved him a bit and stuck the spoon back in his mouth.

It didn't take long for them to find a motel on the outskirts of town and get settled into two rooms. They were connected rooms with two beds in each of them. It was decided that Max and Gwen would share a room and Ben and Kevin would share another. Max had a feeling that Kevin might decide on leaving late in the night and return to the city, which is why he got a motel still in city limits. Gwen was already in her room taking a shower and Max knocked on the boys door before walking in.

"Hey, Ben, do you mind if I talk to Kevin alone?" Max stood by the door that joined the rooms, motioning for Ben to go into the other room. After a sigh from the brunet he left the room and shut the door.

Kevin watched Max carefully, paranoid that he would tell him to go or something. But he moved over to the bed and seated himself at the edge of it.

"I asked you for your full name because... Well, son... I knew-"

"What are you doing in here you dweeb?" Gwen stared at him, clothed in her pjs with her toothbrush in hand.

"Shh!" Ben hushed her as he pressed his ear to the door, trying to listen in on the conversation.

"-die?" Ben heard Kevin speak a final word before Gwen huffed and pulled him away from the door.

"It's rude to listen in on other people's conversations. Didn't aunt Sandra teach you anything?" She placed a hand on her hip.

"Shut up!" He furrowed his brows at her, the word die leaving a heavy feeling in his stomach.

"Stop listening in, Ben. Or are you worried that your little juvie friend is being told to get lost? I'm surprised that grandpa even let him come along in the first place." She shook her head and went back to the bathroom.

Ben fisted his hands and nearly yelled at her. The door opened before he could do anything. Grandpa Max stepped inside with a smile and clasped his hand on Ben's shoulder before ruffling his hair.

"Get some sleep, kiddo." He smiled down at Ben.

"Grandpa, what did you talk to Kevin about?" Ben stared up at his grandfather, a brow raised curiously.

"That's for Kevin to tell. Sorry, Ben." He smirked and managed to push Ben back into the other room. Ben huffed and toed his shoes off. Kevin was already on his bed, his boots scattered on the floor.

"What'd you talk about?" Ben asked as he collapsed forward onto the bed, staring at Kevin.

To his displeasure Kevin shrugged and remarked that it was nothing before lying back on the bed. It may not be a permanent bed, but at least it was his for the night.

"Guess I'm like you, Ben." When Ben gave him a confused look he pressed on. "I'm an alien. My... Dad was an alien. Guess that's where my powers came from."

"But your powers are constant. Mine time out after a couple of dumb minutes." Ben sulked before smirking.

Kevin crawled under his covers and reached out to turn the light off.

"Hey, Kevin?.."

"Yeah?.."

"I uh... Think it's pretty cool that you're gonna stay with us." Ben stared at Kevin in the darkness.

"Yeah yeah, don't get all girly on me." Kevin smirked and Ben chuckled.


	2. The Alliance

**Chapter 2, or (Season: 1, Episode: 8)**

**I still own nothing.**

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><p>Wandering through a gas station store wasn't exactly how Kevin had imagined his first day with the Tennyson's. But they'd stopped for gas and Kevin was quickly learning that Ben was a bottomless pit. They wandered through the store and Ben clutched his stomach as it growled. He complained of his hunger and a stack of cookie boxes caught his attention quickly. He grabbed the first box he saw, though, he was surprised when they started wobbling. Kevin stepped back quickly, pulling Ben back a bit as they tumbled forward onto Gwen. This, of course, was hilarious to Ben and Kevin who laughed as she glared at them.<p>

Ben had gotten his box of cookies and they went outside to the RV, where grandpa Max was washing the windows. There was a sign on a dirty window that said 'wash me!' and Max looked down at Ben with a smirk.

"Nice artwork, Ben."

"Y'know, makes a statement." He grinned at his grandfather.

The moment of peace was cut short as a truck across the street was hit with a blast of what looked like yellow energy. The energy lit the back of the truck ablaze, ruining their morning in under a second.

"No, that's a statement!" Gwen grimaced at the sight.

A fully armored gang quickly approached the van, one member stopped and faced them, their odd weapon pointing directly at them.

"What're you looking at?" The gruff but female voice yelled at them before the tip of the weapon glowed. She was getting ready to fire.

"Get back!" Max shoved the three of the kids out of the way and behind the RV before leaping out of the way. The shot hit one of the support beams of the gas station, giving them a look of what could have happened to them.

Ben muttered quickly and slammed his hand down on the face of the watch, quickly transforming into Four Arms. He growled loudly and slammed his fists down, the cement cracking all the way under a few of the gang members, causing them to fall back. While they were down, Ben turned back to look at the rest of his group.

"Go!" He yelled at them. They didn't have to be told twice before they got up and made a haste retreat.

The driver of the van stumbled out and looked at Ben before yelling and running off. Four Arms did have the face only a mother could love.

Another shot came at Ben and he was thrown back against the other support beam of the station. He grunted and looked up as another shot was headed his way. He dodged it and it hit one of the pumps, causing a large explosion. Fire built up around the area, hiding Ben from view.

"Ben!" Grandpa Max called out, watching as his grandson was hidden from sight. Kevin watched, knowing that Four Arms wouldn't die so easily, though worry was still very prominent in his stomach.

From the smoke and flames came the body of red, jumping out and slamming his fist down before the gang, taking them down once more. Relief flooded through the two Tennyson's and Kevin at the sight. Ben made quick work of the gang, holding two up before taking their helmets off. He made a confused sound at the sight. He hadn't been expecting women.

"You're… All women." He looked between the two of them. "I don't wanna hurt you-ah!" He was hit by a blast from behind. Before the leader could fire at him again, two small drones flew overhead, beams firing from them. They were after Ben.

The gang members quickly ran away, leaving the leader behind. It seemed they valued their lives over the money. The drones were aiming at Ben, missing just barely as the alien boy dodged the beams. As the leader grabbed her gun, grandpa Max quickly tossed a tire at her, causing her to fall forward. Kevin growled as the drones flew around Ben still, each time they got closer to hitting him.

"Ben, those drones must be after the watch!" Max called out to Ben before the leader turned on him and fired. While Max dodged the blow, the beam hit the station roof and it collapsed. Large pieces of concrete flew down and hit the older man. Kevin managed to push Gwen out of the way before they were hit. He may not like her too much but he didn't want her dead.

"Grandpa!" Gwen yelled, watching as the concrete covered him.

"No!" Ben growled as he grabbed the drones before smashing them together, breaking them instantly before tossing them at the gang leader. She hit the ground with a thud and a groan before passing out. Ben ran over to Max quickly.

"We need to get him to a hospital!" Gwen pulled out her phone as Ben picked Max up. "I'm calling nine-one-Ben?"

She shrieked as she was picked up before being placed on Four Arm's shoulder. Kevin was picked up next before being placed on his other shoulder.

"No time!" He began running, taking big leaps to get to a hospital quickly.

After quite some time, Max was finally settled into a room, his right leg up in a sling and a cast, his forehead was wrapped and he was passed out. The doctor explained that he had a concussion but he would be perfectly fine.

Kevin hated being in hospitals. He looked around and felt his body grow heavy. He hated it.

They settled in the room, Gwen and Ben having a small conversation before slugging each other in the arm. Kevin looked up and followed them as they left the room. Ben started talking about using the watch to help his grandpa somehow. He popped the dial off and Kevin was suddenly filled with dread.

It wasn't five minutes later when something crashed through one of the hospital windows in the hallway. The group of three got out of the way and looked up at the window crasher. It was the same gang leader but… She was a lot different now. Red and covered with weird alien like parts. The three took off running, heading down the hallway to avoid her as she gave chase. Ben stopped them after a turn and opened the door to the stairway.

Halfway down the first flight of stairs, they figured out that the drones had merged with the leader, giving her powers and the strange look.

They managed to make it outside, hiding behind an ambulance. They listened as the woman rounded the corner, a smirk in her voice as she spoke.

"We can do this the easy way, or the hard way." A loud noise and a blinding light shined over them, a beam moving over the cliff and bringing boulders down.

"Time to go Four Arms." Ben watched the boulders for a short moment before activating the watch, cycling to Four Arms quickly before slamming the dial down. Seconds later he was Heat Blast. Ben groaned in disappointment before looking at Gwen.

"Oh great, I need muscle and I get an alien candle instead. If scissors cuts paper, then fire melts rock right?" He stared at Gwen and Kevin, who both shrugged.

"Less talk, more action, Ben!" Kevin watched the boulders as they got closer.

Heat Blast straightened his arms out and fired at the boulders. His plan was in vain and it only lit the boulders on fire. Oh, great. Because that's twice as bad.

"Okay, definitely not what I had in mind…" Ben grimaced. As they got closer he turned back to the other two and yelled. "Go!"

Gwen and Kevin ran away from the boulders, stopping once they were in front of the hospital. Ben turned and melted the fronts of several ambulances, sure to keep the boulders from hitting the hospital. He grinned and placed his hands on his hips, his chest puffed out as he felt accomplished.

"Hospital's safe!" He declared proudly.

"There are people at the bottom of that canyon!" Gwen pointed at the road leading down at the construction site.

"Oh man… I hate it when you're right." Ben headed down after the boulders. As he ran he was knocked down by a beam from the gang leader.

Kevin knew that enough was enough. He went to the nearest light on the hospital building before nudging Gwen.

"Gimmie a boost!"

"Excuse me? Ever hear of a please?"

"No time, just do it!" Kevin groaned and waited for her to lace her fingers together to help him stand up taller and touch the bulb, sucking out the energy from it. He jumped down and ran after the leader, ready to help Ben. While she focused on Ben, he leaped and hung onto her back, surging the power right into her to make her fall back.

When Ben looked back at him he just waved his arm in a 'go now' motion. Ben nodded before sliding down the path, making it down before the boulders that were heading for the bridge into town. Ben made a quick shot and blew up part of the bridge, thankful that no one was on or around it. The boulders rolled into the water below, finally out of the way.

Kevin on the other hand had been pulled off and tossed back onto the road, a grunt escaping him as he made impact. She took off quickly after Ben, the drones allowing her to fly right down to him. She picked him up and tossed him into a truck before taking aim and firing at him rapidly. The wreckage she created was massive. Cars were flipped over, windows broke and the streets were torn up badly. Ben emerged from a large crater in the ground and glared up at her.

"You want me? I'm right here!" He taunted her. She flew straight towards him and he just ducked as she went right over him. She slowed to a stop and looked back, unaware of the oil on the street just below her from the very truck she'd thrown Ben into just moments ago. He grinned as he snapped his fingers to spark a flame, making the oil ignite. As planned, she was propelled far back over a building.

"See ya!" He yelled before quickly heading back to the hospital. Gwen had helped Kevin up just as Ben had landed, his watch timing out a moment later.

"Thanks, Kevin. That was awesome." He grinned. "You okay though?"

"Psh, a few bruises never killed me." Kevin smirked and dusted himself off.

Gwen looked back at the city. They all knew that she'd be back, but for the moment they could only wait and check on grandpa Max. So the three of them went back into the hospital room where Max was just waking up.

After they talked for awhile, Ben began to grow a little silent. He was worried about his family's welfare. If the drones were after the watch then they'd go after his family to get it. He couldn't let that happen.

Sometime during the evening when everyone had settled into a sleep in the hospital room, Ben had left a note on the bed, taking a look back at them before walking out. They were better off without them. It wasn't until a few short hours later until Gwen woke up. She rubbed her eyes and glanced around.

"Ben?.." She looked at Kevin who was still asleep in a chair. Ben wasn't in the room. But there was a note left on the bed. She reached for it and read it over. Ben had left them for their own good, or so Ben said in the letter.

"Gwen? Is something wrong?" Max shifted slightly as he woke up. From his spot on the chair, Kevin also rose from his sleep, a yawn escaping him.

The news interrupted the show that they had on in the background, reporting the fight that happened earlier.

"Ben's gone. I think I know where he went." She handed the letter to Max. Kevin sat up and rubbed an eye before looking at the redhead. "I gotta go, grandpa."

She made her way to the door before stopping as Max tried to get up.

"I'm coming too." The man said as he sat up a little bit.

"You can't go anywhere." She walked back over to keep him from getting up.

"You can't go alone. It's too dangerous." He said.

"She wont be." Kevin stood up and put his boots back on, a determined look on his face as he absorbed the power from the television on the wall. "I'm going too."

Gwen nodded before putting the bed down so Max couldn't get up. Her and Kevin quickly ran out of the room. They hid in an ambulance, ducked down as a paramedic came over and told the other where they had to go. Kevin had to admit, Gwen was pretty smart.

The ambulance reached the police station just in time to distract the leader from doing anymore damage to XLR8. They opened the doors and looked out as the paramedics ran.

"Kevin, Gwen!" XLR8 ran over in a flash of blue, picking them both up and taking them to an alley for cover. Once safe, he set them down and looked at them.

"What're you doing here?" He asked, his face shield rising up.

"It's better this way. Sound familiar?" Gwen furrowed her brows at him. Just as she finished her sentence, the Omnitrix beeped familiarly before XLR8 was back to Ben.

"Aw, just great!" He groaned before looking back. The leader was heading for them. "Come on!"

They took off running as she followed them. As she blasted at them they managed to narrowly avoid each shot. As the smoke from the rubble rose, they took the chance to hide behind an old shooting target board.

"Ben, you can't run away from us!" Gwen started after the leader passed them by.

"Don't tell me what I can or can't do! This is my fight, my weird watch, not yours!"

Gwen smiled softly at him. "Yeah, but you're my weird cousin."

"And my weird friend." Kevin nodded at him. Before anyone could say another word there was another blast. They looked up to see the leader facing away from them. Quickly, they got up and bolted for a building.

"In here!" Gwen led the way, neither looking back until they were inside a training room. Her cell phone rang and she took it from her pocket. Kevin really didn't think that now was the time for a phone call, but after a moment of Ben talking to grandpa Max, it seemed to spark an idea from the brunet.

"Looks like you're not better off without grandpa either. Huh." She smirked and jabbed his chest. Ben pressed the button on the watch and they were caught off guard by the sudden shots being fired into the building. She was above them now. They ran further back and hid behind some equipment as Ben cycled through the watch. He choose Upgrade and was surprised that the watch actually gave him what he needed.

The leader crashed in through the ceiling and started looking around for him. But Ben had been quick and was above her before she could notice. He dropped down onto her and started taking her over.

Gwen and Kevin stood back, only able to watch as the women fought to try and pry Ben off of her. For a moment it seemed like he had the upper hand but he was quickly peeled off and tossed into a support beam. She fired at him and hit the post when Ben dodged out of the way. He took over a training machine and grabbed her.

"Time to work out!" He spoke as he pulled her in and smacked her forehead against the hard metal a few times.

They watched as Ben threw her back onto a treadmill before taking that over and turning it on full blast, she flew back from it and into the same machine Ben was just a moment before. As the fight dragged on, the support beams were slowly hit one after another. Gwen and Kevin noticed the rubble falling from the ceiling.

A few men came in, Kevin wasn't sure if they were heavily armored police or a swat team. They aimed at the woman and fired. Ben tackled her while she was distracted and pushed her down.

"Now this wont hurt a bit." He finally took over. She grunted and yelled at him before he finally moved off. "Okay, I lied."

Slowly, her color faded back to pale, the drone parts falling from her piece by piece. She gasped softly and looked down at herself.

"I'm… Normal…" She sounded relieved.

"Abnormal is much more like it. " Ben retorted.

"Listen… I-I don't know what came over me. You gotta help me out." She glanced over to her side. "I'm just a girl."

She quickly kicked at the bottom of her gun, making it thrust up towards her. Before she had the chance to fire, Gwen came charging.

"Guess what? So am I!" She leaped up and kicked her in the cheek, managing to make her fall back.

The room crackled loudly and they all looked up as the roof began to fall in.

"We gotta go!" Ben told them. Kevin and Gwen quickly ran for the door. Before Ben left, he grabbed the gang leader and headed out just as the roof really began crumbling in.

Kevin pushed the doors open, leading Gwen out as Ben came right after. Ben headed over to the now-known Swat team and handed the gruff girl over.

"She's all yours." He quickly ran off, Gwen and Kevin following straight after.

The next morning, the hospital finally released Max. He walked with crutches, but his grandchildren walked on either side of him, more than just glad that he was alright. Max took a deep breath and smiled.

"Ah, it's good to get out of there. And back on the road." He headed to the RV, which no one would say that Kevin actually drove over without anyone but them knowing. It wasn't like it magically made itself to the parking lot or anything.

"So Ben, what happened back there in the gym? It's like you were possessed or something." Gwen asked, giving Ben a curious look as she recalled how he was easily tossed off the first time.

"I dunno… It was like, when I went Upgrade I saw this alien. We were both floating through space and he was talking to me. He looked kinda like he had this octopus on his head. He said… I should be afraid…" Ben stopped and glanced up at his grandfather.

"Grandpa… You look afraid." Ben frowned up at him.

"I'm… Fine. And you'll be fine too. As long as we stay together." Max told him, watching as Ben relaxed and smiled.

"Sounds good to me." Ben stepped inside, Kevin and Gwen following behind him. He and Kevin made their way over to the bunks. Kevin lied down on the bottom one, a sigh escaping him at the feeling of an actual bed and not a hospital chair. Seriously, those things were cheap and painful. You would be put in the hospital after sleeping in one of those.

Ben lied down on the space made on the floor. The extra sleeping bags and blankets lied down like a makeshift bed. He sighed as well, closing his eyes for a moment.

"Man, I'm exhausted…" Ben looked up at Kevin who rested his head on his arm, looking down at him. The dark eyes made Ben blush slightly, not used to someone staring at him like Kevin was right now.

"Yeah, well, you kinda did do a lot of work today. Nice job, though." He smirked and they bumped fists.

"I'm awesome, I know." Ben grinned up at him.

"Don't get cocky." Kevin smirked again, poking Ben's nose before giving it a tiny zap.

"Hey!" Ben sat up and rubbed his nose. "That's not cool!"

But Kevin and Gwen laughed anyways, Ben slowly smirking before laughing as well.

Life certainly wouldn't be boring anymore with Ben around.


	3. The Last Laugh

**Still own nothing. Sorry for the delay, I'm working on creating miniature hats to sell for cheap so I can raise some money for school! (midesko. blogspot. com if anyone may be interested!) Anyways, here's the next installation!**

**Chapter 3: The Last Laugh (Episode: 109)**

**Rating: Still only T (Not sure if I'll even make this mature since they are kids and people are kind of iffy about that. Suggestions?)**

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><p>"Cool! I love the circus!" Gwen exclaimed with excitement after they passed a sign advertising a circus. Max seemed into the idea as well and Ben just slouched.<p>

"That's because you belong in one." He commented, earning a smirk from Kevin.

"Ben." His grandfather warned him.

"Eh, circus is kid stuff." Ben rested his head on his palm, staring at the floor.

"Hello, what are we?" Gwen commented. Ben just ignored her and yawned, his arms stretching up high.

"Besides, it's pretty late." He went on again, clearly against the idea.

"It's only like, eleven." Kevin rose a brow at him, leaning agains the window with his legs in Ben's lap. Ben just shoved his legs off, irritated that Kevin was practically taking their side.

"Fine by me! Okay, alright! You guys wanna go see some stupid circus fine!" He huffed. Of course, no one knew why Ben was so against it in the first place.

It wasn't long until they reached the circus, walking past the booths and straight towards the big top.

"Ooh, it looks like the entire town's turned out for the show." Max grinned as he looked at all the people heading for the same place as them.

Kevin watched as Ben glanced around nervously.

"It's probably sold out. We're probably just wasting our time." Ben spoke up after a bit, not sounding at all disappointed at the idea that it could be sold out.

As an announcer hyped up the crowed with the acts, Ben wandered off. Kevin did a doubletake before realizing that Ben was heading off and quickly followed him. He'd been acting strangely. He noticed Ben peeking into a small tent before recoiling back in fear. He stepped back and bumped into Kevin's chest. Ben shrieked and turned, ready to use the watch before realizing it was only Kevin.

"Don't do that!" He put a hand to his chest and the other on Kevin's shoulder.

"What's up with you?" Kevin raised a brow, watching as the smaller took his hand back. Kevin hadn't minded it being on his shoulder but he wasn't about to say that.

"What do you mean?"

"Ever since we decided to go here you've been all... Twitchy and nervous. What're you so scared of?" Kevin smirked, knowing that Ben would probably retort back that he wasn't afraid of anything and insist on proving it.

"I'm not scared of anything!" He furrowed his brows. Max surprised them both by showing up behind them, urging them to come along. The show was about to begin.

After the people crowded into the tent and took their seats the show began. Kevin sat beside Ben, more interested in him than the show anyways. The same announcer as before began talking and soon there was some clown stepping out of a small car. While everyone laughed and cheered, Kevin noticed Ben was stricken with fear. Kevin placed a hand on Ben's leg, awkwardly trying to comfort him.

The clown spoke and some machine behind him began glowing and powering up. Ben stood up at that point and headed for the stairs.

"I gotta go! Uh... Get some popcorn! Come on, Kevin!" He grabbed Kevin's arm and pulled him along. Kevin kind of wanted to see the show though.

Ben sprinted outside, catching his breath once he was finally outside the tent.

"There is nothing funny about clowns!" Ben looked back at the tent. So that's what this was about. Ben was scared of clowns!

Before Kevin could tease him about it, they heard a loud crash. Glass was breaking nearby and the hero decided that it was more deserving of his time than some creepy clown. They silently crept behind a car, watching as the peformers announced before stood before a broken window of a jewelry store, clearly intending to take whatever it was inside.

"Whoa! The freaks are villains!" Ben said before a hand was clamped over his mouth. Kevin shushed him and they looked back again.

The trio of villains began stealing and breaking things before Ben decided it was enough.

"Time to play fetch." He activated the watch, selecting Wildmutt before slamming his hand down on the face of the watch. Kevin was surprised that the watch actually gave Ben what he wanted this time. He quickly took the juice from the car they'd been hiding behind and powered himself up while Ben began the fight.

Ben took two of the fiends down without a hitch, the third had gone missing. Kevin ducked down and watched as the clown from before walked out and slowly approached Ben, a sinister grin on his face. Ben backed up slowly, fear taking him over. He was kicked back and cowered in fear. They ganged up quickly and before Kevin could even stand up, they'd buried him under a pile of rubble.

The gang ran off quickly and Kevin was already at the rubble, panicked. He was pulling at the bars and the dirt, his heart pounding quickly.

"Ben! Ben, say something!" He tossed more parts aside before he heard Ben groan. The brunet crawled out before he grew weak and collapsed. Kevin rushed to him, not caring about the gang from before. He patted Ben's cheek and looked him over for any serious injuries. Thankfully, Ben was alright save for a few scratches and bruises. He stayed with Ben, urging the smaller to wake up by calling his name and patting his cheek more. After a few minutes, Ben finally came to.

Ben sat up and groaned as he rubbed his head.

"They got away. We gotta go after them..." He commented weakly. Kevin sighed and helped him up. He was just glad that Ben was alright.

They headed back for the circus where serveral people were just walking around chuckling madly. Max stuck out in his Hawaiian shirt, sitting on some steps. They approached him quickly.

"Grandpa?" Ben went off ahead a few steps, watching his grandpa laughing.

"Grandpa!" He shook Max a bit before the man finally looked at him.

"Oh, Ben." Max laughed. "Where'd you go?"

"Where'd I go? Where'd the circus go?" Ben retorted back. The entire place was just gone! The booths, the tent, everything!

"Oh... I'm not too sure." Max looked back as a few people wandered around behind him. "I remember we were laughing. Ha... It was so funny..."

Max trailed off and closed his eyes, slumping a bit.

"Grandpa... Are you okay?" Ben placed a hand on his arm. Something was really wrong here. Kevin stood beside Ben, looking Max over. Maybe he'd been hit on the head by a the human cannonball.

"I just... Feel kind of glum. That's all..." He spoke slowly before chuckling weakly.

"Then why are you smiling?" Ben stood back again. "Wait a minute... Where's Gwen?"

Ben and Kevin glanced around, no redhead girl in sight. They scoped out a bit and searched for her before realizing that she wasn't there. Without a moment to lose, they clambored into the Rustbucket and headed on their way. Max spoke tiredly as he drove, trying to give Ben a little peptalk about fears. Without warning, he collapsed forward and passed out.

"Grandpa!" Ben went to unbuckle himself before Kevin moved into action, taking the wheel from the sleeping man.

"Ben! Move the seat back and get his foot off the gas!" Kevin swerved as he did his best to control the beat up RV. Ben got up and tried to move the seat back but they had no time before the RV was powering through the cliff rails, heading down quickly to a dirt road filled with trees and rocks. Kevin did his best to avoid everything in their way, but another cliff was coming up fast.

"Ben!" He called out, hoping the smaller boy would have an idea.

"We need an anchor, fast!" Ben flipped a switch, causing the RV's sunshade to pop out. Kevin swerved again, the sunshade being taken off by a tree.

With a grunt, Kevin held all his weight over the break, hoping it would be enough to over power the gas. He turned the RV hard as they came closer to the cliff.

Luck was on their side and the RV came to a screeching hault, the cliff just feet away from their side now. Kevin took the keys out and panted, his body slumping a bit.

"Grandpa, are you okay?" Ben moved over to him again, his hand resting on his arm.

"So... Sad. So very... Sad." Max's eyes opened slowly, not focused on anything at all.

"Grandpa, what happened inside the big top? After we left?" He looked to his grandpa with urgency, needing answers that might help them find Gwen.

"Ben... I think Zombozo robs people of more than just their possessions..." He panted. "I think he steals people's happiness. Until there's nothing left..."

Ben looked aside for a moment before it dawned on him.

"Then he's got Gwen!"

"Then let's stop talking and get going! Get your gramps in the back, I'm driving!" Kevin grinned confidently. Ben did as he was told and they were back on the road quickly.

It took them awhile before they reached the next town where Zombozo and his goons were setting up the circus there, ready to rob the town and the townfolk of their happiness. Kevin and Ben headed out of the RV and began snooping silently, looking for any sign of Gwen.

Kevin went one way and Ben went another. While Kevin looked around he heard a large commotion and headed over, thinking Ben could be in trouble. When he got there he noticed the bag guys laid out on the ground. He had to admit, Ben was pretty damn tough. He wandered into the tent after he saw the red light, knowing that meant that Ben was back to normal.

He watched as Ben scared himself by looking into a mirror suddenly. He chuckled and walked behind him to show up in the mirror. Ben shrieked and whipped around to face him.

"Stop doing that!" He punched Kevin in the arm.

"Come on, we gotta find your cousin." Kevin nodded his head and put a hand on the small of Ben's back. At least if Ben wasn't alone he wouldn't be so afraid.

The tent was filled with more mirrors, Ben freezing as Zombozo's voice rang over them. He squared his shoulders and grabbed Kevin's hand, needing a little more support. Kevin didn't object and squeezed his hand gently before they continued onward.

Ben bumped into a mirror, rubbing his nose with his free hand before he looked up to see the reflections of himself distort. His face on the mirrors were now Zombozo's and hands began to outstretch for him. He closed his eyes for a moment before taking off, his hand like a vice on Kevin's. Ben kept his eyes closed as he ran blindly.

"Ben! You're gonna run into something! At least let me lead if you're gonna keep your eyes closed!" Kevin stopped him before leading the way, his hand tight around Ben's.

The voice continued on, calling Ben names and taunting him.

"I'm not a freak!" Ben called back, his hand tightening for a moment. Kevin wondered how bruised his hand would look later.

Kevin stopped when they reached the circus ring, moving Ben behind himself as Zombozo slowly came forth towards them. Kevin furrowed his brows and glared at the clown, daring him to just try and take Ben from him.

The clown snapped his fingers and a light draped down onto the machine Kevin saw before. A chord moved and reached towards Zombozo, connecting to his back with a loud crackle. Electricy eh?

"I want my cousin back!" Ben yelled from behind Kevin.

"Didn't you hear? She ran away with the circus!" Zombozo grinned and looked over as a spotlight moved to Gwen. Her body lying on the ground, small laughs still leaving her. While his back was turned, Kevin looked at Ben.

"You gotta fight him. I gotta plan." Kevin ran into the shadows, leaving Ben alone. Ben looked up at Zombozo and glared.

"You think you're funny, but I'm gonna get the last laugh!" He choose Ghostfreak from the watch and quickly transformed. He began fighting the clown, taking his fear head on.

Kevin snuck around the corner and moved to the back of the machine, hiding from sight as he started pulling at chords. When they didn't come off he simply began draining the energy for himself. It began hurting him, the power too great. He gasped when Zombozo was flung into the machine and it began to really break down. He took the last of it's power and panted, collapsing forward as his body tingled from too much energy fighting in such a small body.

Ben ran to Gwen after the clown seemed to explode into confetti. He touched her arm and watched as she groaned and sat up slowly. He looked around, noticing that Kevin wasn't around.

"Kevin?" He spotted him behind the destoyed machine and quickly moved over to him.

"Kevin!" He shook his arm and watched as Kevin twitched a bit, sparks coming from him and shocking Ben where he touched Kevin. That was new. Ben just watched, unable to think of anything to do to help his fallen friend. A tap on the shoulder made him look up to see Gwen with a metal piece of the machine.

"Metal conducts electicity. Stick it in the ground and make him hold this." She handed it to him and Ben nodded before thrusting it into the dirt. He took Kevin's hands, grunting as he was shocked. He put Kevin's hands over the metal and held them there even as the shocks moved through himself. It stopped quickly and Ben panted. Kevin's eyes fluttered open, looking to Ben before they closed again.

"Kevin?" Ben panicked. Gwen knelt down and watched Kevin for a moment.

"He's breathing. And you aren't getting shocked again so it must have worked. He's probably just tired. Like the rest of us." She rubbed her neck sorely.

"Let's get him to the RV." She said as she stood up and they each took an arm, taking Kevin back to the RV. Max was awake finally, opening the door before taking Kevin and setting him on the bed. The boy groaned and rubbed his head, his brown eyes opening again.

Max smiled and looked at Gwen. "Let's get him some water."

Ben stood beside his friend, relief flooding through him. "You jerk. You ran off and left me!"

"You took him on..." Kevin sat up slowly, Ben moving to help him. "Besides, I helped take down that machine. I didn't expect it to have so much power."

Ben sighed and sat down beside Kevin, a small smile on his face.

"That was pretty stupid though." Ben chuckled when Kevin gave him an offended look.

"You still conquered your fear. That's pretty cool." Kevin smirked and leaned back. "But, can we get some sleep soon? We didn't exactly sleep last night and I'm kind of really tired."

Max went back behind the wheel and Gwen handed the glass of water to Ben before she climbed up to the top bunk to rest.

"Hey, dweebs." Gwen peered down at them before her eyes flicked away. "Thanks..."

She ducked back to the bed and Ben smirked proudly before handing Kevin the glass. It was finished off and set aside before Kevin lied back again. Ben went to stand to move to the floor but Kevin grabbed his arm, looking up at him before looking away.

"After that, I think we both need something to uh... You know, be there or whatever..." He blushed, though Ben smiled and nodded, his own face flushed. They kicked off their shoes and managed to squeeze in together, Ben lying with his back to Kevin's front. And when they would wake up later to Kevin's arms wrapped around Ben, neither would say anything.


End file.
